SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED
PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Comera Life Sciences Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
20037C108
(CUSIP Number)
May 19, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| SCHEDULE 13G | |
| CUSIP NO. 20037C108 | Page 2 of 6 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Maxim Partners LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 967,520 shares of Common Stock |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
967,520 shares of Common Stock | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,520 shares of Common Stock |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (See Item 4) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| SCHEDULE 13G | |
| CUSIP NO. 20037C108 | Page 3 of 6 |
| 1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Michael Rabinowitz |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☑ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 967,520 shares of Common Stock |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
967,520 shares of Common Stock | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
967,520 shares of Common Stock |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9% (See Item 4) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| SCHEDULE 13G | |
| CUSIP NO. 20037C108 | Page 4 of 6 |
| Item 1(a). | Name of Issuer: |
Comera Life Sciences Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
12 Gill Street, Suite 4650
Woburn, Massachusetts 01801
| Items | 2(a), |
| (b) and (c). | Name of Persons Filing, Address of Principal Business Office and Citizenship: |
This Schedule 13G is being filed on behalf of Maxim Partners LLC and Michael Rabinowitz, as joint filers (collectively, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of the Reporting Persons is 300 Park Avenue, 16th Floor, New York, NY 10022. For citizenship, see Item 4 of each cover page.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0001 per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
20037C108
| Item 3. | Not applicable |
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
967,520 shares of Common Stock*
| (b) | Percent of class: 5.9% |
| (c) | Number of shares to which such person has: |
| (i) | Sole power to vote or direct the vote: 967,520 shares of Common Stock* |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 967,520 shares of Common Stock* |
| (iv) | Shared power to dispose of or direct the disposition of: 0 |
| * | This statement is filed on behalf of Maxim Partners LLC (“Maxim”) and Michael Rabinowitz. Mr. Rabinowitz is the manager of Maxim. Mr. Rabinowitz may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Maxim. Mr. Rabinowitz expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Maxim. |
| SCHEDULE 13G | |
| CUSIP NO. 20037C108 | Page 5 of 6 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable
| Item 9. | Notice of Dissolution of a Group. |
Not applicable
| Item 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| SCHEDULE 13G | |
| CUSIP NO. 20037C108 | Page 6 of 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: | June 3, 2022 |
| MAXIM PARTNERS LLC | ||
| By: | /s/ Michael Rabinowitz | |
| Michael Rabinowitz, its manager | ||
| /s/ Michael Rabinowitz | ||
| Michael Rabinowitz | ||
Exhibit 1
SCHEDULE 13G
CUSIP NO. 20037C108
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to 967,520 shares of Common Stock of Comera Life Sciences Holdings, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on June 3, 2022.
| MAXIM PARTNERS LLC | ||
| By: | /s/ Michael Rabinowitz | |
| Michael Rabinowitz, its manager | ||
| /s/ Michael Rabinowitz | ||
| Michael Rabinowitz | ||